Wheeeee. What do you guys think? Are the characters in character enough? TELL ME. :D Disclaimer: Me no own Ben 10. :(

The pained look on Kevin's face told me all. He cared about me. He didn't express his feelings for me much, but I now knew without a doubt he cared. "I'm sorry Kevin." I whispered trying to hold the tears in.

The walls went up. Kevin's pained look turned to one of anger. "Why? Are you ashamed of me? Do you think you're to good for me?" He snapped.

His angry words hurt, but I knew it was a defense mechanism. "No, of course not Kevin. You're a great guy." I quickly said.

"But not good enough for you."

I bit my lip. I was about to cry. "It's not you, it's me." I whispered.

Kevin's eyes narrowed. "Why are you breaking up with me?"

I looked away from his penetrating glare. "It's for the best." Was all I could say.

"I don't believe you."

I looked up. "What?" I asked in surprise.

"I'll ask again ,why do you want to break up? Tell the truth."

I was silent for a while. I couldn't tell Kevin the real reason. "There's someone else." I blurted out. The hurt look on Kevin's face made my eyes fill, but I wouldn't let the tears out.

Kevin turned his back to me.

"Kevin," I reached out, but didn't touch him.

"I understand. I was just your boyfriend until someone better came along, right?" Kevin said gruffly.

My heart was breaking. I wanted to grab his arm and tell him there was no one better then him. I wanted to kiss him and whisper that I was never going to break up with him. Instead I looked down. "Kevin, please understand. I have no choice." I whispered.

Kevin spun around. His eyes were on fire. "I don't believe you Gwen. No one can force you to break up with me. The only one who decides is you."

"If you only knew." I whispered.

"Tell me."

I shook my head. "I can't."

Kevin's eyes narrowed. "Yes you can."

I reached out. My fingers barely touched his cheek. "Do you trust me?" I asked softly.

Kevin's look went straight to my heart. "Yes."

"Then trust me when I tell you I have to break up with you."

Kevin let out a long sigh. "Don't leave me Gwen." He said softly.

A single tear broke free. It slowly ran down my cheek. "I have to, but we can still be friends."

Kevin pulled his head back so I was no longer touching him. The pain in his eyes were clear as day. "I can't Gwen. I can't be around you knowing you're with someone else."

"Kevin... Please..." I said hoarsely. I couldn't lose his friendship, it would be to much for me.

Kevin's face hardened. "You have to do what you have to do. Well I have to do what I have to do." Kevin leaned in and kissed my forehead. "It was nice while it lasted." He whispered. Then he turned and walked away.

I stood there for a full minute. I was stunned. I never realized how much Kevin cared about me. I felt like half my heart had been ripped out. The tears began to fall as I walked home. I felt like I had done the right thing, but at the same time I felt like I had made a huge mistake. That's when it hit me. I smiled a humorless smile. My fear had caused me to make what I fear most happen. I lost someone I cared for deeply. And it was all my fault.

So sad. :( Read and review pretty please!